Proposed Annual Subscription Right
4 November 2022
Golden Prospect Precious Metals Limited
(the "Company")
Proposed Annual Subscription Right
Publication of a Circular and Prospectus
The Board is pleased to announce details of proposals to introduce an annual Subscription Right for Shareholders. The Company will publish today a circular and prospectus (the "Circular and Prospectus") setting out details of the proposed Subscription Right. Details of the Subscription Right are summarised below.
Background
Today, the Board has announced details of proposals to introduce an annual Subscription Right for Shareholders to enable Shareholders to subscribe for one new Ordinary Share for every five Ordinary Shares held on 1 December in each year at a price equal to the undiluted NAV per Share on 30 November one year prior (or if such day is not a Business Day, the next following Business Day) (the "Proposals"). The introduction of an annual Subscription Right will require the Company to amend its Existing Articles.
The Board has been keen to grow the Company and although the Directors consider that NAV performance has been strong in recent years the Ordinary Shares have typically traded at a discount to the Company's NAV per share. For a small fund, the Ordinary Shares are relatively liquid, but the Board remains keen to grow to reduce the total expense ratio and provide greater liquidity.
Following the Subscription Shares that were issued in 2017 maturing at the end of 2020 with all of the Subscription Shares being exercised, the Board, together with its advisers have been examining alternative options to grow the Company in the most cost effective manner possible. The Board has explored a number of different routes and structures to meet the Board's objectives of growing the Company's asset base.
The conclusion of these deliberations is that the Board is proposing to give Shareholders a right to subscribe, on an annual basis, for additional Ordinary Shares at a predetermined price per Ordinary Share set 12 months prior to the Subscription Date.
The Proposals are conditional on the passing of the EGM Resolution to be proposed at an Extraordinary General Meeting of the Company to be held on 30 November 2022.
A notice of the Extraordinary General Meeting to be held on 30 November 2022, at which Shareholders' approval for the Proposals will be sought, is set out in Part 11 of the Circular and Prospectus.
Proposals
If Shareholders approve the Proposals, Shareholders will have the right, exercisable by notice to the Company, at any time during the period of 30 days ending on the Business Day prior to the relevant Subscription Date in each year, to subscribe, on the Subscription Date, for one new Ordinary Share for every five Ordinary Shares held on that date. The new Ordinary Shares subscribed for will be issued within 14 days after the relevant Subscription Date to those Shareholders in whose name the Ordinary Shares are registered on the Subscription Date.
The Subscription Price will be equal to the undiluted NAV per Share, as announced via a Regulatory Information Service, on 1 December the previous year (or if such day is not a Business Day, the next following Business Day). Thus, if the NAV per Share has risen over the course of the year, Shareholders will have the right to buy new Ordinary Shares at a discount to the then prevailing NAV per Share.
Fractions of Ordinary Shares will not be issued, and entitlements will be rounded down to the nearest whole number of Ordinary Shares.
The new Ordinary Shares issued as a result of the exercise of a Subscription Right will rank in full for all dividends declared, paid, or made on the Ordinary Shares and will rank pari passu with the existing Ordinary Shares.
New Ordinary Shares issued as a result of the exercise of Subscription Rights will have Subscription Rights attached to be exercised on future Subscription Dates. Shareholders will have one opportunity in each year to exercise their Subscription Right. Any Subscription Rights not exercised will effectively lapse. Immediately after the annual opportunity for exercise, all Ordinary Shares outstanding (whether or not the Subscription Right has been exercised) will effectively be given a new Subscription Right that can be exercised on 30 November of the following year.
Not earlier than 60 days nor later than 30 days before the relevant Subscription Date, and at its discretion, the Company may give notice in writing to the Ordinary Shareholders reminding them of their Subscription Rights.
Subscription Rights that remain unexercised in any given year will expire worthless for that year unless a trustee, appointed by the Company, chooses to exercise on Shareholders' behalf. Within seven days following a Subscription Date the Company shall appoint a trustee who, provided that in such trustee's opinion the net proceeds of sale after deduction of all costs and expenses incurred by, and any fee payable to, such trustee will exceed the costs of exercising the Subscription Rights, shall within the period of 14 days following the relevant Subscription Date, exercise all or some of the Subscription Rights which shall not have been exercised on the terms on which the same could have been exercised on the relevant Subscription Date and sell in the market the Ordinary Shares resulting from such exercise. The trustee's obligations to exercise Subscription Rights shall be limited to its opinion of the level of market demand to acquire Ordinary Shares at a price that will generate net profit and the Board's overall discretion that exercise of the Subscription Rights will be in the best interests of the Company and Shareholders as a whole. No exercise of Subscription Rights shall be permitted if the Directors, in their absolute discretion, conclude that the Company cannot, or immediately following the exercise of any Subscription Rights would be unable to, satisfy the Solvency Test (as defined under the Companies Law). The trustee shall distribute pro rata the net profit to the persons entitled thereto at the risk of such persons within 56 days of the relevant Subscription Date, provided that entitlements of under £5 shall be retained for the benefit of the Company.
The Board will have the limited ability under the New Articles to scale back the number of Ordinary Shares that may be issued at the time of the exercise of any particular Subscription Right. This course of action will only be taken if the Board believes that the requirement to issue a prospectus in respect of an offer to the public in the UK, that complies with the then prevailing UK legal requirements, would prove to be unduly burdensome and/or expensive compared to the full issue of new Ordinary Shares pursuant to the exercise of the relevant Subscription Right. Currently, the Company can issue up to Euro 8 million (£6.9 million as at the latest practicable date) of new Ordinary Shares at any Subscription Date (less any shares that may have been offered to the public in the UK in the previous 12 month period) without issuing a UK compliant prospectus. If the Subscription Right became effective at the Company's NAV per share at the latest practicable date (34.29p per share), the value of new Ordinary Shares that would be issued if the Subscription Rights were exercised in full would be £5.9 million. This is currently below the Euro 8 million threshold which means that it is unlikely that the Board would scale back any exercise of Subscription Right at the first exercise date in 2023. However, following the exit of the UK from the European Union it is possible that this Euro 8 million limit may change, and the Board needs to ensure that it retains the flexibility to scale back if required to minimize the costs involved in operating the scheme. Whilst the Board may determine in its sole discretion how such scale back should operate in the best interests of all Shareholders at each Subscription Date, it is the Board's current intention that it would scale back all Shareholders pro rata to their Subscription Rights, whether or not they have sought to exercise such Subscription Rights. To the extent that the trustee referred to in the paragraph above determines not to exercise Subscription Rights on behalf of a non-exercising Shareholder's behalf, or the trustee is unable to secure market demand for all new Ordinary Shares to arise on the exercise of unexercised Subscription Rights, Shareholders that have exercised their Subscription Rights shall have their entitlement increased on a pro rata basis up to any threshold determined by the Board in accordance with the above requirement to publish a prospectus.
Full details of the Subscription Rights are set out in Part 6 of the Circular and Prospectus.
The Board considers it desirable that Shareholders should have the opportunity to review the operation of the Subscription Right mechanism after an initial period of five years. Accordingly, at the annual general meeting of the Company in 2027 and at every fifth subsequent annual general meeting thereafter, the Directors intend to propose an ordinary resolution for the continuation of the Subscription Right mechanism. If such resolution is not passed, the Directors will formulate proposals to be put to Shareholders to amend the Articles in order to remove the Subscription Right.
The Board will review on an annual basis the effectiveness and appropriateness of the Subscription Right mechanism. If the Board considers that it would be in the best interests of the Company and its Shareholders to suspend or discontinue the programme, the review of the operation of the Subscription Right mechanism by Shareholders will be brought forward to the next following annual general meeting.
The creation of the Subscription Rights for Shareholders pursuant to the Proposals is conditional on the approval by Shareholders of the EGM Resolution.
Directors holding Ordinary Shares amounting in aggregate to 1,311,250 Ordinary Shares, representing approximately 1.53 per cent. of the issued Ordinary Share capital of the Company as at the date of the Circular and Prospectus, have informed the Company that they intend to vote in favour of the EGM Resolution.
Benefits and impact of the Proposals
The Board believes the Proposals have the following principal benefits:
* Shareholders will gain an embedded Subscription Right that will allow them to subscribe for new Ordinary Shares in the future at a predetermined price;
* If the NAV per Share increases following the date by reference to which the Subscription Price is calculated, the Subscription Right will allow Shareholders to subscribe for new Ordinary Shares on the Subscription Date at a discount to the prevailing NAV per Share;
* If the Subscription Rights were to be fully exercised for each of the next five years, and absent any other changes to the Company's capital structure, the number of Ordinary Shares in issue would more than double. This potential increase in the Company's Ordinary Share capital should have a significant impact on the liquidity of the Ordinary Shares in the market;
* An increase in the Company's issued Ordinary Share capital and total assets through the exercise of Subscription Rights should reduce the Company's expense ratio as the fixed operating costs of running the Company would be spread over a greater asset base;
* As a result of the intrinsic option value of the Subscription Right, the value of an Ordinary Share should increase. If this increase in the intrinsic value of an Ordinary Share is reflected in the share price, then it should help to narrow any discount to NAV per Share at which the Ordinary Shares may trade;
* Any exercise of the Subscription Rights of the Company should increase the market capitalisation and total assets of the Company. As these grow, the Company may widen its appeal to new investors thus increasing demand for the Company's Ordinary Shares which could have a positive effect on the Company's share price which should lower the discount to NAV per share at which the Company's shares typically trade and should potentially allow those shares to trade at a premium to NAV per Share in the future;
* The Subscription Right gives Shareholders a choice: they have the ability to maintain their pro ratapercentage shareholding in the Company but does not oblige them to do so;
* To protect the interests of Shareholders who are unable or fail to exercise their Subscription Rights and subject to the Board's overall discretion that exercise of the Subscription Rights will be in the best interests of the Company, following a Subscription Date the Board shall appoint a trustee. The trustee, provided that in such trustee's opinion, on the basis of considerations including the then market demand for the Ordinary Shares, the net proceeds of sale after deduction of all costs and expenses incurred by, and any fee payable to, such trustee will exceed the costs of exercising the Subscription Rights, shall exercise all or part of the Subscription Rights which shall not have been exercised on the terms on which the same could have been exercised on the relevant Subscription Date and sell in the market the Ordinary Shares resulting from such exercise;
* The Subscription Price is reset every year, meaning that if a Subscription Right is 'out of the money' for the purposes of a Subscription Date, the Ordinary Shares will nevertheless offer a future opportunity to subscribe for new Ordinary Shares at the rebased Subscription Price set on the following Business Day (the undiluted NAV per Share) for the Subscription Date in the following year.
Extraordinary General Meeting
The Proposals require the approval of Shareholders. A notice convening an EGM to be held at the offices of Maitland Administration (Guernsey) Limited at 3rd Floor, 1 Le Truchot, St. Peter Port, Guernsey GY1 1WD, on 30 November 2022 at 12 noon is set out in Part 11 of the Circular and Prospectus.
The EGM Resolution is to approve the adoption of New Articles . The New Articles will set out the particulars of the Subscription Rights. These are set out in full in Part 6 of the Circular and Prospectus. Save for the introduction of the Subscription Rights, the New Articles will be identical to the Existing Articles. The New Articles will be on display at the registered office of the Company from the date of the Circular and Prospectus until the end of the Extraordinary General Meeting and at the Extraordinary General Meeting itself for the duration of the meeting and for at least 15 minutes prior to the EGM.
The EGM Resolution will be proposed as a special resolution in accordance with the requirements of the Companies Law and will require a majority of not less than 75% in order to be passed. The Board is recommending that Shareholders vote in favour of the EGM Resolution.
All Shareholders are entitled to vote at the Extraordinary General Meeting. At the EGM, every member present by proxy shall, on a poll, have one vote for every Share held. The quorum requirement for the EGM is not less than two Shareholders present in person or by proxy (or, if a corporation, by a representative) and entitled to vote.
Detailed procedures in respect of the EGM are included in the Circular and Prospectus.
The Circular and Prospectus will shortly be available to view on the section of the Investment Manager's website dedicated to the Company (http://ncim.co.uk/geiger-counter-ltd/). Capitalised terms used in this announcement shall have the same meaning ascribed to them in the Circular and Prospectus.
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Enquiries: |
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CQS (UK) LLP Craig Cleland
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+44 (0) 20 7201 5368 |
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finnCap Limited William Marle / Milesh Hindocha
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+44 (0) 20 7220 0500 |
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Maitland Administration (Guernsey) Limited Elaine Smeja / Aimee Gontier
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+44 (0) 1481 749 368
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Important Information
The information contained in this announcement does not constitute an offer of securities for sale in any jurisdiction.
Definitions
The words and expressions listed below have the meanings set out opposite them throughout this announcement except where the context otherwise requires.
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"Articles" |
the articles of incorporation of the Company from time to time, including the Existing Articles or the New Articles (as appropriate) |
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"Board" |
the board of directors of the Company (or any duly authorised committee thereof) from time to time |
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"Business Day" |
any day on which banks are open for business in both Guernsey and London (excluding Saturdays, Sundays, and public holidays) |
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"Company" |
Golden Prospect Precious Metals Limited |
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"Directors" |
the directors of the Company from time to time |
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"EGM" or "Extraordinary General Meeting" |
the extraordinary general meeting of the Company convened for 30 November 2022, commencing at 12 noon (or any adjournment of that meeting), and notice of which is set out in Part 11 of the Circular and Prospectus |
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"EGM Resolution" |
the special resolution set out in the notice convening the EGM in Part 11 of the Circular and Prospectus |
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"EU" |
the European Union |
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"Existing Articles" |
the articles of incorporation of the Company as at the date of the Circular and Prospectus |
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"Companies Law" |
the Companies (Guernsey) Law 2008, as amended |
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"GFSC" |
the Guernsey Financial Services Commission |
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"latest practicable date" |
26 October 2022 |
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"NAV" |
in relation to (i) the Company, the value of the assets of the Company less its liabilities and (ii) the Ordinary Shares, the value of the assets of the Company less its liabilities divided by the number of Ordinary Shares in issue, in each case calculated in accordance with the Company's accounting policies from time to time |
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"New Articles" |
the memorandum and articles of incorporation of the Company as proposed to be adopted by the EGM Resolution |
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"Ordinary Shareholders" |
holders of Ordinary Shares |
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"Ordinary Shares" |
ordinary shares of GBP 0.01 pence in the capital of the Company |
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"Proposals" |
the introduction of an annual Subscription Right and adoption of the New Articles conditional on the passing of the EGM Resolution |
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"Shareholders" |
holders of Ordinary Shares |
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"Shares" |
the Ordinary Shares |
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"Subscription Date" |
as defined in paragraph 1.1 of Part 6 of the Circular and Prospectus |
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"Subscription Price" |
as defined in paragraph 1.1 of Part 6 of the Circular and Prospectus |
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"Subscription Right" |
the right conferred by each Ordinary Share as detailed in Part 6 of the Circular and Prospectus |
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"United Kingdom" or "UK" |
the United Kingdom of Great Britain and Northern Ireland |
Notes:
1. All references to "£","pounds sterling" and "pence" (including the abbreviation "p") are to the lawful currency of the United Kingdom.
2. All references in the Circular and Prospectus to laws, rules and regulations should be regarded as references to all such laws, rules and regulations as amended from time to time.
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